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Long-serving independent directors still a concern for Malaysian PLCs, 12-years-term limit to be introduced The Securities Commission Malaysia (SC)'s updated Malaysian Code on Corporate Governance
Long-serving independent directors still a concern for Malaysian PLCs, 12-years-term limit to be introduced The Securities Commission Malaysia (SC)'s updated Malaysian Code on Corporate Governance (MCGG), released today, finds that the issue of long-serving independent directors in Malaysian public listed companies (PLCs) is still a concern. As of March 31, 2021, 434 independent directors have served their respective boards for over 12 years; 49 have served on the same board for over 20 years. "To encourage periodic refresh of board composition, the MCCG recommends that the two-tier voting process be implemented to re-appoint independent directors with tenures of more than nine years". "The two-tier voting process, which was first introduced in 2017, acts as a speed bump for boards and shareholders to carefully evaluate the decision to retain independent directors with tenures of more than 12 years and provide minority shareholders the opportunity to vote against such retention in the second-tier voting process," the SC said. (Source: https://www.theedgemarkets.com) Required: a. Do you agree that independent directors who have served for a longer period are less effective at monitoring manager behaviour and protecting the interests of shareholders? Justify your answer. (10 marks) b. The Malaysian Code on Corporate Governance (MCCG) highlights the importance of internal control and risk management. The board of directors is responsible for ensuring that the company's risk management structure, policies, and execution are being followed. Discuss how the board of directors should monitor risk. (10 marks)
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